What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 164 added, 221 removed, 388 unchanged (50% of the section changed)

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In addition, as of November 1, 2023, we appointed a new Chief Financial Officer with over 15 years of experience in accounting and financial control for both private and publicly listed companies to provide fractional Chief Financial Officer services.

We also have made efforts in 2023 and 2024 to strengthen our overall control environment by improving our documented internal control policies and staff training.

We also have made efforts since 2023 to strengthen our overall control environment by improving our documented internal control policies and staff training.

Although we believe that these efforts effectively strengthen our disclosure control processes and procedures, our management team intends to continue to actively plan for and implement additional control procedures to improve our overall control environment and expect these efforts to continue throughout 2026 and beyond.

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Richard MacPherson

President, Chief Executive Officer, Secretary, Director

Christopher Greenberg

Chairman of the Board, Director

President, Chief Executive Officer, Secretary and Chairman of the Board of Directors

Senior Vice President and Chief Technology Officer

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Executive Officers

Richard MacPherson has been a Director of the Company since June 2011, has served as President and Chief Executive Officer of the Company since March 2015 and was appointed as Secretary of the Company in June 2023.

Richard MacPherson has been a director of the Company since June 2011 and the Chairman of our Board of Directors since July 2025.

MacPherson has served as President and Chief Executive Officer of the Company since March 2015 and was appointed as Secretary of the Company in June 2023.

MacPherson is the founder of MES, Inc.

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We believe that Mr.

MacPherson’s deep experience in business and strong leadership skills, coupled with being the founder of our operating subsidiary and his extensive knowledge of our technology, qualifies him to serve on our board.

John Pavlish has been Senior Vice President and Chief Technical Officer of the Company since November 2014.

John Pavlish has been Senior Vice President and Chief Technology Officer of the Company since November 2014.

Prior to joining the Company, Mr.

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He has over 30 years of mercury-related experience and is regarded as an international expert on the topic of mercury.

His primary areas of interest and expertise include research, technical consultation, and development of mercury control technologies, in particular, for coal combustion and gasification systems.

He is an inventor of a number of patented mercury control technologies and has years of experience in development and testing of these technologies for commercial application.

His primary areas of interest and expertise include research, technical guidance and consultation, and development of mercury control technologies, in particular, for coal combustion and gasification systems.

He is an inventor of a number of patented mercury control technologies and has years of experience in development and testing of these technologies for commercial applications.

Over the last 30 years, he has spent much of his time evaluating the efficacy of a number of different mercury control technologies/approaches and their cost-competitiveness in the commercial market.

During the last five years, he has spent time evaluating several different technologies applicable to the recovery of rare earth elements and water treatment and has directed research and development activities in these areas in way of developing new products and services for the Company.

Pavlish also has years of power plant experience and has worked for engineering/consulting company Black & Veatch, where he served as Unit Leader/System Engineer.

Pavlish is a professional engineer, a member of the American Society of Mechanical Engineers, and a member of the Air & Waste Management Association.

Pavlish is a professional engineer, a member of the American Society of Mechanical Engineers, the Air & Waste Management Association, and the American Water Works Association.

He serves on numerous professional and technical committees and is a U.S.

Representative on the Mercury Emissions from Coal International Experts Working Group on Reducing Emissions from Coal and a member of the United Nations Environment Programme Global Mercury Partnership, Reduction of Mercury Releases from Coal Combustion.

Pavlish has published over 200 papers, articles, and reports on various mercury-related topics and issues.

James Trettel has been Vice President of Operations since January 2014 and Executive Vice President of Operations since June 2024.

Pavlish has published over 200 papers, articles, and reports on various mercury-related, rare earth elements recovery, and water treatment topics and issues.

James Trettel has been Vice President of Operations of the Company since January 2014 and Executive Vice President of Operations of the Company since June 2024.

Trettel possesses over 25 years of experience in the dry bulk material handling industry.

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degree in Mechanical Engineering.

Fiona Fitzmaurice has been Chief Financial Officer since November 2023.

Fiona Fitzmaurice has been Chief Financial Officer of the Company since November 2023.

She is a chartered accountant with over 15 years of experience in accounting and financial control for both private and publicly listed companies.

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Fitzmaurice currently serves as CFO of the following companies:

(TSXV:ELXR) since December 2024;

Metavista3D Inc.

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(TSXV:BMK) since December 2019.

She has also served as Controller of Noront Resources Ltd.

She has also served as CFO of Pedro Resources Ltd.

(CSE:VBN) from August 2020 to January 2023;

Controller of Noront Resources Ltd.

(TSXV:NOT) from May 2015 to December 2022;

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and CFO of Mojave Jane Brands (CSE:JANE) from October 2017 to July 2019.

Fitzmaurice currently holds a charted certified qualification from ACCA (Association of Chartered Certified Accountants) having received her certification in Ireland in 2008.

Fitzmaurice currently holds a chartered certified qualification from ACCA (Association of Chartered Certified Accountants) having received her certification in Ireland in 2008.

She holds a bachelor’s degree in accounting and finance from Athlone Institute of Technology, Ireland.

Please see the information regarding Richard MacPherson under “Executive Officers” above.

Christopher Greenberg has been a director of the Company since June 2013 and Chairman of the Board since December 2014.

Beginning in 1997, Mr.

Greenberg and his wife co-owned multiple Express Employment Professionals franchises.

Express Employment Professionals is a staffing agency that provides full time and temporary job placement, human resources services and consulting.

Greenberg and his wife co-founded Global Safety Network, which grew into a leading, national provider of workforce risk management solutions.

Greenberg served as its Chief Executive Officer from 2003 to May 2021.

Greenberg and his wife also co-founded Greenberg Enterprises, which provides business management and consulting services.

Global Safety Network was sold in June 2022 and their final Express Employment Professionals franchise was sold in January 2023.

These recent business sales have enabled Mr.

Greenberg to devote additional time towards the growth of Greenberg Enterprises and its related entities.

As an entrepreneur and operating Executive, Mr.

Greenberg has demonstrated his ability to lead diverse professional teams to higher levels of achievement in a variety of highly competitive industries, cutting-edge markets, and fast-paced environments.

He has strong business and technical qualifications with a track record of more than 30 years of hands-on experience in strategic planning, business development, project management, mergers and acquisitions, and partnerships.

We believe that Mr.

Greenberg’s deep experience in business, along his strong entrepreneurial and executive management background, qualifies him to serve on our board.

Kaye has been a director of the Company since June 2019 and acted as Secretary from December 2019 to June 2023.

Kaye is an attorney and has been a partner in the law firm of Kaye Cooper Kay & Rosenberg, LLP, located in Roseland, New Jersey, since the firm’s inception in February 1996.

Since 1980, Mr.

Kaye has been a practicing attorney in the New York City metropolitan area specializing in business, corporate, and securities matters.

Kaye has been a director of the Company since June 2019 and served as Secretary from December 2019 to June 2023.

Kaye has been a practicing attorney in the New York City metropolitan area since 1980, specializing in business, corporate and securities matters.

From February 1996 to February 2026, Mr.

Kaye was a partner in the law firm of Kaye Cooper Kay & Rosenberg, LLP, located in Roseland, New Jersey.

From March 2006 to June 2011, Mr.

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We believe that Mr.

Kaye’s deep experience in business and transactional matters and working with public companies qualifies him to serve on our board.

Kaye’s deep experience in business and transactional matters and working with public companies qualifies him to serve on our Board of Directors.

Troy Grant has been a director of the Company since May 2023.

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We believe Mr.

Grant’s deep public company experience in Canada and his strong background in business and investment financing qualifies him to serve on our board.

Coogler has been a director of the Company since Decemb23 2024.

Grant’s deep public company experience in Canada and his strong background in business and investment financing qualifies him to serve on our Board of Directors.

Coogler has been a director of the Company since December 2024.

Coogler is a certified public accountant and has maintained an accounting practice since 2014 in Northport, Alabama specializing in management support and guidance for closely held businesses.

Since February 2026, Ms.

Coogler has been a director of Atmos Energy Corporation (NYSE:

Since November 2023, she has been Chief Financial Officer of JT Harrison Construction Co., Inc., located in Northport, Alabama, which provides design, general contracting and construction management services.

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We believe Ms.

Coogler’s extensive financial, accounting and transactional experience qualifies her to serve on our board.

Coogler’s extensive financial, accounting and transactional experience qualifies her to serve on our Board of Directors.

Family Relationships

There are no family relationships between any of the directors and executive officers of the Company.

There are no family relationships among our directors and executive officers and those of our subsidiaries and affiliated companies.

Involvement in Certain Legal Proceedings

We are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses), or being subject to any of the items set forth under Item 401(f) of Regulation S-K under the Securities Act.

Board of Directors

The Board of Directors has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to management, evaluate management, set policies appropriate for the business of the Company and approve corporate strategies and goals.

The day-to-day management of the business and affairs of the Company is delegated by the Board of Directors to the executive officers of the Company.

The Board of Directors gives direction and guidance through the CEO to management and keeps management informed of its evaluation of the executive officers in achieving and complying with goals and policies established by the Board of Directors.

The Board of Directors exercises its independent supervision over management by its policies that (a) periodic meetings of the Board of Directors be held to obtain an update on significant corporate activities and plans;

and (b) all material transactions of the Company are subject to prior approval of the Board of Directors.

Our Board of Directors has a stewardship responsibility to supervise the management of and oversee the conduct of the business of the Company, provide leadership and direction to management, evaluate management, set policies appropriate for the business of the Company and approve corporate strategies and goals.

The day-to-day management of the business and affairs of the Company is delegated by our Board of Directors to the executive officers of the Company.

Our Board of Directors gives direction and guidance through the Chief Executive Officer to management and keeps management informed of its evaluation of the executive officers in achieving and complying with goals and policies established by our Board of Directors.

Our Board of Directors exercises its independent supervision over management by its policies that (a) periodic meetings of our Board of Directors be held to obtain an update on significant corporate activities and plans;

and (b) all material transactions of the Company are subject to prior approval of our Board of Directors.

To facilitate open and candid discussion among its independent directors, such directors are encouraged to communicate with each other directly to discuss ongoing issues pertaining to the Company.

Composition of Our Board of Directors

Our Board currently consists of four members.

Our Board of Directors consists of four members.

There are no contractual obligations regarding the election of our directors.

We do not currently have a standing nominating committee and the functions of identifying, evaluating, and selecting candidates for the Board are performed by the Board as a whole.

The Board will, from time to time, assesses potential candidates to fill perceived needs on the Board based on required skills, expertise, independence and other factors.

In considering whether to nominate any particular candidate for election to the Board, the Board uses various criteria to evaluate each candidate, including the candidate’s ability to further the interest of the stockholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among Board members, knowledge of our business, understanding of the competitive landscape, professional and personal experiences, and expertise relevant to our growth strategy.

The Board does not set specific minimum qualifications or assign specific weights to particular criteria and no particular criterion is a prerequisite for a prospective nominee.

We do not currently have a standing nominating committee and the functions of identifying, evaluating, and selecting candidates for our Board of Directors are performed by our Board of Directors as a whole.

Our Board of Directors will, from time to time, assesses potential candidates to fill perceived needs on our Board of Directors based on required skills, expertise, independence and other factors.

In considering whether to nominate any particular candidate for election to our Board of Directors, our Board of Directors uses various criteria to evaluate each candidate, including the candidate’s ability to further the interest of the stockholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among members of our Board of Directors, knowledge of our business, understanding of the competitive landscape, professional and personal experiences, and expertise relevant to our growth strategy.

Our Board of Directors does not set specific minimum qualifications or assign specific weights to particular criteria and no particular criterion is a prerequisite for a prospective nominee.

Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal.

Majority Voting Policy

The Board has adopted a Majority Voting Policy.

In an uncontested election of directors, any nominee who receives a greater number of votes “withheld” than votes “for” (i.e., the nominee is not elected by at least a majority (50% +1) of the votes cast with respect to his/her election) is required to tender his/her resignation to the Board promptly following a stockholders meeting.

The directors will consider the offer of resignation and, except in exceptional circumstances, will recommend that the Board accept the resignation.

The Board will make its decision within 90 days following a stockholders meeting and announce it in a press release, including the reasons for rejecting the resignation, if applicable.

Our Board of Directors, pursuant to the requirements of the TSX, has adopted a Majority Voting Policy.

In an uncontested election of directors, any nominee who receives a greater number of votes “withheld” than votes “for” (i.e., the nominee is not elected by at least a majority (50% +1) of the votes cast with respect to his/her election) is required to tender his or her resignation to our Board of Directors promptly following a stockholders meeting.

The directors will consider the offer of resignation and, except in exceptional circumstances, will recommend that our Board of Directors accept the resignation.

Our Board of Directors will make its decision within 90 days following a stockholders meeting and announce it in a press release, including the reasons for rejecting the resignation, if applicable.

The nominee will not participate in any deliberations on the resignation offer.

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Audit Committee

The Audit Committee is comprised of Christopher Greenberg, David M.

Kaye, and Troy Grant.

The Audit Committee’s charter requires that such committee shall consist of no fewer than three directors.

Each member of the Audit Committee shall be an independent director of the Company if required to satisfy the independence requirements of any exchange on which the Company’s securities may be listed and any other applicable regulatory requirements.

If the Company’s securities are listed on the TSX, a majority of the members of the Audit Committee must be individuals who are not officers, employees, or control persons of the Company, or any of its associates or affiliates.

The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibility by reviewing the accounting and financial reporting processes of the Company and its subsidiaries, our internal control and disclosure control system, and the audits of our financial statements.

In this regard, the Audit Committee shall approve our retention of independent auditors and pre-approve any audit or non-audit services performed by them.

It shall review with such accountants the arrangements for, and the scope of, the audit to be conducted by them.

It also shall review with the independent accountants and with management the results of audits and various other financial and accounting matters affecting us.

Each member of the Audit Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, and cash flow statement, at the time of his or her appointment to the Audit Committee.

In addition, at least one member must have past employment experience in finance or accounting, requisite professional certification in accounting, of any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.

Unless otherwise determined by the Board, at least one member of the Audit Committee shall be a “financial expert”, as defined by applicable rules of the Securities and Exchange Commission and such securities exchange or market on which the Company’s securities are traded.

In connection with the listing of our common stock on the NYSE American, we amended our Audit Committee’s charter to comply with the NYSE American listing rules.

The Audit Committee is currently comprised of Troy Grant and Mitzi Coogler.

Coogler serves as an “audit committee financial expert” within the meaning of the applicable SEC regulations.

Under the NYSE American listing rules, independent directors must comprise a majority of a listed company’s board of directors (or 50% in the case of a smaller reporting company like us).

In addition, the NYSE American listing rules require that, subject to specified exceptions, each member of a listed company’s audit committee be independent.

The NYSE American listing rules require that a company’s audit committee consist of three members, unless the issuer is a smaller reporting company such as the Company, in which case only two members are required.

Audit committee members must also satisfy additional independence criteria, including those set forth in Rule 10A-3 under Exchange Act.

The Audit Committee is appointed by our Board of Directors to assist in fulfilling its oversight responsibility by reviewing the accounting and financial reporting processes of the Company and its subsidiaries, our internal control and disclosure control system, and the audits of our financial statements.

In this regard, the Audit Committee approves our retention of independent auditors and pre-approve any audit or non-audit services performed by them.

It reviews with such accountants the arrangements for, and the scope of, the audit to be conducted by them.

It also reviews with the independent accountants and with management the results of audits and various other financial and accounting matters affecting us.

All members of our Audit Committee meet the relevant independence requirements for service on the Audit Committee and requirements for financial literacy set forth in the NYSE American listing rules and SEC rules and our Board of Directors has appointed Mitzi Coogler as an “audit committee financial expert” within the meaning of applicable SEC regulations.

Both our independent registered public accounting firm and management will periodically meet privately with our Audit Committee.

The full text of our Audit Committee charter is posted on the investor relations portion of our website at http://www.birchtech.com.

We do not incorporate the information contained on, or accessible through, our corporate website into this proxy statement, and you should not consider it a part of this proxy statement.

We do not incorporate the information contained on, or accessible through, our corporate website into this report, and you should not consider it a part of this report.

Other Committees

The Board of Directors has no committees at the present time other than the Audit Committee.

Separation of CEO and Chairman Roles

The Board does not have a formal policy regarding the separation of the roles of CEO and Chairman of the Board as the Board believes it is in the best interest of the Company and our stockholders to make that determination based on the position and direction of the Company and the membership of the Board.

At this time, the Board has determined that separating the role of Chairman from the role of CEO is in the best interest of the Company and our stockholders.

This structure permits our President and CEO to devote more time to focus on the strategic direction and management of our day-to-day operations.

Risk Oversight

It is management’s responsibility to manage risk and bring to the Board’s attention the most material risks to the Company.

The Board has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company.

The full Board, or the committees, if any, appointed by the Board, shall regularly review enterprise-wide risk management, which includes treasury risks, financial and accounting risks, legal and compliance risks, and other risk management functions.

Ethical Business Conduct

Directors of Delaware corporations are subject to the fiduciary duties of care and loyalty which includes the subsidiary duties of good faith, oversight and disclosure.

The Board of Directors has found that the fiduciary duties placed on individual directors by applicable laws and legal requirements have helped to ensure that the Board of Directors operates independently of management and in the best interests of the Company.

In addition, the Board of Directors has adopted a written code of ethics and business conduct (the “Code of Conduct”), which outlines a set of ethical standards by which each director, officer and employee of the Company should conduct his or her business.

Our Board of Directors does not have any committees other than the Audit Committee.

Code of Ethics and Business Conduct

Our Board of Directors has adopted a written code of ethics and business conduct (the “Code of Conduct”), which outlines a set of ethical standards by which each director, officer and employee of the Company should conduct his or her business.

The objective of the Code of Conduct is to provide guidelines for maintaining our commitment to honesty, integrity, and ethical behavior.

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We intend to satisfy the disclosure requirement under Item 5.05 of Form 8‑K relating to amendments to or waivers from any provision of the code of ethics and business conduct applicable to our Chief Executive Officer and Chief Financial Officer by posting such information on our website http://www.birchtech.com.

Financial Experts

The Board of Directors has not appointed any directors as “audit committee financial experts” as defined under Item 407 of Regulation S-K promulgated pursuant to the Securities Exchange Act of 1934, as amended, insofar that our common stock is not presently a listed security in the United States.

Delinquent Section 16(a) Reports

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Name and Principal Position

Option Awards

All Other Compensation

Richard MacPherson

President and Chief Executive Officer, Director (1)

John Pavlish,

President and Chief Executive Officer, Secretary, Director (1)

Senior Vice President (2)

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Executive Vice President of Operations (3)

___________________________

MacPherson was appointed President and Chief Executive Officer in March 2015.

From November 1, 2022 to December 31, 2023, Mr.

MacPherson’s annual base salary was $495,000.

From January 1, 2024 to May 31, 2024, Mr.

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Pavlish was appointed Senior Vice President in November 2014.

From January 1, 2023 to December 31, 2023, Mr.

Pavlish’s annual base salary was $415,000.

From January 1, 2024 to May 31, 2024, Mr.

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Trettel was appointed Vice President of Operations in January 2014.

From November 1, 2022 to December 31, 2023, Mr.

Trettel’s annual based salary was $400,000.

From January 1, 2024 to May 31, 2024, Mr.

Trettel’s annual base salary was $500,000.

During 2022, Mr.

Trettel was granted a five-year nonqualified stock option to acquire 500,000 shares of common stock exercisable at $0.21 per share.

See “Executive Employment Agreements” below for information on the employment agreement entered into with Mr.

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Represents the dollar amount recognized for consolidated financial statement reporting purposes of restricted stock awards and stock option awards granted to the executive officers computed in accordance with FASB ASC Topic 718.

For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included elsewhere in this report.

The dollar amount shown in the “Stock Awards” column for Mr.

MacPherson reflects the grant date fair values recognized in 2023 and 2024 for the retention stock award granted in November 2022 which was subject to a vesting schedule.

MacPherson reflects the grant date fair value recognized in 2024 for the retention stock award granted in November 2022 which was subject to a vesting schedule.

The full amount for the entire grant was $960,000.

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The following table provides information concerning the stock options granted to the executive officers:

Stock Options

FASB ASC Topic

Richard MacPherson

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The amounts shown for 2025 and 2024 in the “All Other Compensation” column are comprised of the following:

401k Match ($)

Life Insurance Premiums ($)

Auto Allowance ($)

Perquisites and Other Benefits ($) (1)

Perquisites and

Benefits ($) (1)

Richard MacPherson

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MacPherson and Pavlish also includes $16,079 and $1,289, respectively, for medical expense reimbursement in 2025 and $9,859 and $2,310, respectively, for medical expense reimbursement in 2024.

In addition, the amount for Mr.

Pavlish in 2023 includes a gross up for taxes of $14,140 in connection with the exercise of stock options.

Executive Employment Agreements

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The agreement has a term of three years which after such three-year term will automatically renew for successive one-year periods unless otherwise terminated by either party prior to the next applicable renewal period.

MacPherson is entitled to a base salary of $1,000,000 per year, which may be increased from time to time solely at the discretion of the Board of Directors (or committee thereof).

MacPherson shall be eligible to receive bonus compensation in such amounts and at such times as the Board (or committee thereof) at its sole discretion shall from time to time determine and which shall not exceed $1,000,000 annually.

MacPherson is entitled to a base salary of $1,000,000 per year, which may be increased from time to time solely at the discretion of our Board of Directors (or committee thereof).

MacPherson shall be eligible to receive bonus compensation in such amounts and at such times as our Board of Directors (or committee thereof) at its sole discretion shall from time to time determine and which shall not exceed $1,000,000 annually.

He is entitled to participate in benefit plans that are made available to executive employees of the Company, and is entitled to certain other benefits.

He is also entitled to receive equity awards subject to the sole discretion of the Board (or committee thereof).

He is also entitled to receive equity awards subject to the sole discretion of our Board of Directors (or committee thereof).

The agreement also provides for certain severance payments in the event the agreement is terminated by the Company without cause or terminated by Mr.

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Pavlish is entitled to a base salary of $500,000 per year, which may be increased from time to time solely at the discretion of the Board of Directors (or committee thereof).

Pavlish shall be eligible to receive bonus compensation in such amounts and at such times as the Board (or committee thereof) at its sole discretion shall from time to time determine and which shall not exceed $500,000 annually.

Pavlish is entitled to a base salary of $500,000 per year, which may be increased from time to time solely at the discretion of our Board of Directors (or committee thereof).

Pavlish shall be eligible to receive bonus compensation in such amounts and at such times as our Board of Directors (or committee thereof) at its sole discretion shall from time to time determine and which shall not exceed $500,000 annually.

He is entitled to participate in benefit plans that are made available to executive employees of the Company, and is entitled to certain other benefits.

He is also entitled to receive equity awards subject to the sole discretion of the Board (or committee thereof).

He is also entitled to receive equity awards subject to the sole discretion of our Board of Directors (or committee thereof).

The agreement also provides for certain severance payments in the event the agreement is terminated by the Company without cause or terminated by Mr.

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Trettel is entitled to a base salary of $600,000 per year, which may be increased from time to time solely at the discretion of the Board of Directors (or committee thereof).

Trettel shall be eligible to receive bonus compensation in such amounts and at such times as the Board (or committee thereof) at its sole discretion shall from time to time determine and which shall not exceed $500,000 annually.

Trettel is entitled to a base salary of $600,000 per year, which may be increased from time to time solely at the discretion of our Board of Directors (or committee thereof).

Trettel shall be eligible to receive bonus compensation in such amounts and at such times as our Board of Directors (or committee thereof) at its sole discretion shall from time to time determine and which shall not exceed $500,000 annually.

He is entitled to participate in benefit plans that are made available to executive employees of the Company, and is entitled to certain other benefits.

He is also entitled to receive equity awards subject to the sole discretion of the Board (or committee thereof).

He is also entitled to receive equity awards subject to the sole discretion of our Board of Directors (or committee thereof).

The agreement also provides for certain severance payments in the event the agreement is terminated by the Company without cause or terminated by Mr.

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The following table sets forth certain information about the number of unexercised nonqualified stock options held as of December 31, 2025 by each executive named in the Summary Compensation Table.

Option Awards

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying

unexercised options (#)

unexercisable

Exercise Price ($)

Expiration Date

Richard MacPherson

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Policies Regarding Recovery of Awards

Our board has not adopted a policy that requires us to make retroactive adjustments to any cash or equity-based incentive compensation paid to executive officers (or others) where the payment was predicated upon the achievement of financial results that were subsequently the subject of a restatement.

However, we may implement a clawback policy in accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the regulations that will be issued under that act.

Our Board of Directors has adopted a clawback policy that requires us to make retroactive adjustments to any cash or equity-based incentive compensation paid to executive officers (or others) where the payment was predicated upon the achievement of financial results that were subsequently the subject of a restatement.

Our clawback policy complies with NYSE American’s clawback rules promulgated under Section 10D of the Exchange Act and the rules promulgated thereunder.

Tax and Accounting Treatment of Compensation

Section 162(m) of the Internal Revenue Code places a limit of $1.0 million per person on the amount of compensation that we may deduct in any one year with respect to our Chief Executive Officer and certain of our other executive officers.

While the board of directors considers deductibility factors when making compensation decisions, the board also looks at other considerations, such as providing our executive officers with competitive and adequate incentives to remain with us and increase our business operations, financial performance, and prospects, as well as rewarding extraordinary contributions.

While our Board of Directors considers deductibility factors when making compensation decisions, our Board of Directors also looks at other considerations, such as providing our executive officers with competitive and adequate incentives to remain with us and increase our business operations, financial performance, and prospects, as well as rewarding extraordinary contributions.

We account for equity compensation paid to our employees under the rules of FASB ASC Topic 718, which requires us to estimate and record an expense for each award of equity compensation over the service period of the award.

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Policies on Ownership, Insider Trading, Hedging, and 10b5‑1 Plans

We do not have formal stock ownership guidelines for our employees or directors, because the board of directors is satisfied that stock and option holdings among our employees or directors, are sufficient at this time to provide motivation and to align this group’s interests with those of our stockholders.

We do not have formal stock ownership guidelines for our employees or directors, because our Board of Directors is satisfied that stock and option holdings among our employees or directors, are sufficient at this time to provide motivation and to align this group’s interests with those of our stockholders.

In addition, we believe that stock ownership guidelines are rare in companies at our stage, which means that ownership requirements would put us at a competitive disadvantage when recruiting and retaining high-quality executives.

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Such plans provide a defense from insider trading liability.

As of December 31, 2024, no director or named executive officer had a trading plan in place.

No director or named executive officer has a trading plan in place.

Stockholder Advisory Vote on Executive Compensation

Our Company held an advisory vote on executive compensation in 2024 and takes such action annually.

The Board intends to periodically reevaluate our executive compensation philosophy and practices in light of our performance, needs and developments, including the outcome of future non-binding advisory votes by our stockholders.

Our Board of Directors intends to periodically reevaluate our executive compensation philosophy and practices in light of our performance, needs and developments, including the outcome of future non-binding advisory votes by our stockholders.

Stock Option Grant Practices

Our Company has certain practices relating to the timing of grants of stock options.

For option grants to our employees, including executive officers, and non-employee directors, grants of options are currently made by and at meetings of our Board of Directors, or by unanimous written consent in lieu of a meeting, under our Amended and Restated 2017 Equity Incentive Plan.

While our Board of Directors does not currently have a formal policy regarding the timing and terms of stock option awards while in possession of material non-public information, our Board of Directors expects to defer grants until a date on which the Company is not in possession of material non-public information.

It is the Company’s practice not to time the disclosure of material non-public information for the purpose of affecting the value of executive or director compensation.

Director Compensation

Director Compensation Table for Year Ended December 31, 2025

The following table sets forth information regarding the compensation for 2024 of each non-executive member of the board of directors (Ms.

Coogler was elected to the board of directors on December 30, 2024):

The following table sets forth information regarding the compensation for 2025 of each non-executive member of our Board of Directors.

Christopher Greenberg resigned from our Board of Directors on July 1, 2025.

Christopher Greenberg

Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Represents the aggregate grant date fair value recognized in 2025 computed in accordance with FASB ASC Topic 718.

For a discussion of valuation assumptions, see Note 11 to our consolidated financial statements included elsewhere in this report for the year ended December 31, 2025.

There can be no assurance the amounts determined in accordance with FASB ASC Topic 718 will ever be realized.

The following table provides information concerning the restricted stock units (“RSUs”) and stock options granted to the Directors for 2025:

FASB ASC Topic 718 Value

Christopher Greenberg

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Once vested, each RSU represents the right to receive one share of the Company’s common stock.

For 2024, Mr.

Greenberg’s compensation for serving as Chairman of the Board was $150,000, and each of Mr.

Grant were paid $75,000 for serving on the Board.

On September 19, 2024, Mr.

Greenberg resigned as chairperson of the Audit Committee and Mr.

Grant was appointed chairperson in his place and will be paid $75,000 annually for serving in such position in addition to the fee paid for his serving on the Board.

Effective as of January 1, 2025, Ms.

Coogler shall be paid $75,000 annually for serving on the Board.

On January 9, 2025, the Company granted a nonqualified stock option to Ms.

Coogler to acquire 20,000 shares of common stock at an exercise price of $2.80 per share.

The option is fully vested and exercisable as of the grant date.

During 2025, Mr.

Greenberg received $75,000 in compensation for his service as Chairman of our Board of Directors from January 1, 2025 until his resignation, effective July 1, 2025.

Grant and Ms.

Coogler received $75,000 during 2025 for service on our Board of Directors.

Grant also received an additional $37,500 during 2025 for his service as Chairman of the Audit Committee.

Effective July 1, 2025, Mr.

Grant no longer receives this additional compensation.

Grant is no longer Chairman of the Audit Committee.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as March 31, 2025 by:

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of March 31, 2026 by:

each person or group of affiliated persons known by us to be the beneficial owner of more than five percent of our capital stock;

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Except as otherwise noted below, the address for persons listed in the table is c/o the Company at 1810 Jester Drive, Corsicana, Texas 75109.

Name of Beneficial Owner

Number of Shares

Beneficially Owned

Percentage of Shares Beneficially

Percentage of

Directors and Named Executive Officers:

Richard MacPherson

3,165,095 (1)

Christopher Greenberg

6,230,533 (2)

3,920,110 (3)

James Trettel

3,036,935 (4)

All officers and directors as a group (7 persons)

5% or Greater Stockholders:

Alterna Core Capital Assets Fund II, L.P., et al

1,860,000 (7)

All current directors and executive officers as a group (8 persons)

Less than one percent of the outstanding shares of common stock of the Company.

Includes 12,704,403 shares owned by Mr.

MacPherson and 2,050,000 shares which Mr.

Includes 2,955,095 shares of common stock owned by Mr.

MacPherson and 210,000 shares of common stock which Mr.

MacPherson has the right to acquire upon exercise of options.

Includes 5,422,533 shares owned by Mr.

Greenberg, 5,000 shares owned by Mr.

Greenberg with his wife, 3,000 shares owned by Mr.

Greenberg’s wife, and 800,000 shares which Mr.

Greenberg has the right to acquire upon exercise of options.

Includes 1,770,110 shares owned by Mr.

Pavlish and 2,150,000 shares which Mr.

Includes 439,710 shares of common stock owned by Mr.

Pavlish and 230,000 shares of common stock which Mr.

Pavlish has the right to acquire upon exercise of options.

Includes 136,935 shares owned by Mr.

Includes 23,387 shares of common stock owned by Mr.

Trettel, 40,000 owned by Mr.

Trettel’s wife, and 2,700,000 shares which Mr.

Trettel’s wife, and 340,000 shares of common stock which Mr.

Trettel has the right to acquire upon exercise of options.

Includes 275,356 shares owned by Mr.

Kaye and 475,000 shares which Mr.

Includes 74,032 shares of common stock owned by Mr.

Kaye and 45,000 shares of common stock which Mr.

Kaye has the right to acquire upon exercise of options.

Includes 200,000 shares owned by Mr.

Grant and 125,000 shares which Mr.

Includes 40,000 shares of common stock owned by Mr.

Grant and 25,000 shares of common stock which Mr.

Grant has the right to acquire upon exercise of options.

Includes 10,000 shares owned by Ms.

Coogler with her husband, as joint tenants, and 100,000 shares which Ms.

Includes 2,000 shares of common stock owned by Ms.

Coogler with her husband, as joint tenants, and 20,000 shares of common stock which Ms.

Coogler has the right to acquire upon exercise of options.

Represents 9,300,000 shares owned and based solely upon and according to information reported in filings made to the SEC, jointly filed by and on behalf of certain reporting persons identified below (the “Reporting Persons”).

Represents 1,860,000 shares of common stock owned and based solely upon and according to information reported in filings made to the SEC, jointly filed by and on behalf of certain reporting persons identified below (the “Reporting Persons”).

The Reporting Persons are Alterna Core Capital Assets Fund II, L.P., Alterna Capital Partners LLC, Alterna General Partner II LLC, AC Midwest Energy LLC, Eric M.

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Applicable percentage ownership for each stockholder is based on 26,305,966 shares of common stock outstanding as of March 31, 2026 plus any securities that stockholder has the right to acquire within 60 days of March 31, 2026 pursuant to options, warrants, conversion privileges, or other rights.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants, or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of March 31, 2026 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Certain Relationships and Related Transactions, and Director Independence.

Other than the compensation agreements and other arrangements described under Item 11.

Other than the compensation agreements and other arrangements described under Part III, Item 11.

“Executive Compensation” and the transactions described below, since January 1, 2025, there has not been and there is not currently proposed, any transaction or series of similar transactions to which we were, or will be, a party in which the amount involved exceeded, or will exceed, the lesser of (i) $120,000 or (ii) one percent of the average of our total assets for the last two completed fiscal years, and in which any director, executive officer, holder of five percent or more of any class of our capital stock, or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest.

On February 27, 2024, we entered into an Unsecured Debt Restructuring Agreement (the “Debt Restructuring Agreement”) with AC Midwest Energy LLC (“AC Midwest”) which replaced and superseded the Unsecured Note Financing Agreement and Reaffirmation of Guaranty entered into with AC Midwest on February 25, 2019, as amended on October 28, 2022 (the “Unsecured Note Financing Agreement”).

Pursuant to the Unsecured Note Financing Agreement, prior to February 27, 2024, AC Midwest was the holder of an unsecured note with a principal amount outstanding of $13,154,930.61 which was issued on February 25, 2019 (the “Unsecured Note”).

The Unsecured Note was scheduled to mature on August 25, 2025 and bears a zero cash interest rate.

Pursuant to the Unsecured Note Financing Agreement, AC Midwest was also entitled to a “non-recourse” profit participation preference equal to $17,654,930.60 (the “Profit Share”).

Prior to maturity, the outstanding principal, as well as the Profit Share, were to be paid from Net Litigation Proceeds from claims relating to the Company’s intellectual property, Net Revenue Share, Adjusted Free Cash Flow and Equity Offering Net Proceeds (as such terms are defined in the Unsecured Note Financing Agreement).

Any remaining principal balance due on the Unsecured Note would be due and payable in full on the maturity date.

The Profit Share, however, if not paid in full on or before the maturity date would remain subject to the Unsecured Note Financing Agreement until full and final payment.

Prior to February 27, 2024, there also remained outstanding to AC Midwest a principal balance of $271,686.10 due under a secured noted of the Company issued on November 29, 2016 in the original principal amount of $9,646,686, which had a maturity date of August 25, 2025 (the “Secured Note”).

The Secured Note had been issued pursuant to an Amended and Restated Financing Agreement and Reaffirmation of Guaranty, dated as of November 1, 2016, as amended on June 14, 2018, September 12, 2019, February 25, 2019 and October 28, 2022 (the “Restated Financing Agreement”).

Pursuant to the Debt Restructuring Agreement, on February 27, 2024, we (i) paid AC Midwest $9,040,000 as a reduction in the outstanding principal balance of the Unsecured Note, (ii) issued to AC Midwest a new unsecured replacement note representing the remaining outstanding principal balance of the Unsecured Note in the principal amount of $4,114,930.60 (the “New Note”), and (iii) paid AC Midwest $275,625.55 representing the remaining principal balance under the Secured Note of $271,686.10 plus interest of $3,939.45.

In addition, within 30 days, we would either facilitate the private sale to third parties of certain shares of common stock of the Company held by AC Midwest for a purchase price of no less than $960,000, which amount shall be applied as a credit against the principal balance due on the New Note dollar for dollar, or pay AC Midwest $960,000 toward the principal balance due on the New Note.

The private sale of shares for the purchase price of $960,000 was completed on March 11, 2024.

Any remaining principal balance on the New Note shall be due August 27, 2024 (the “Maturity Date”), which is six months from February 27, 2024.

Until repaid in full, the New Note shall accrue interest at a rate equal to SOFR plus 2.0% per annum.

The New Note completely replaced and superseded the Unsecured Note, which shall be of no further force and effect.

On August 26 and 27, 2024, the Company repaid AC Midwest the remaining principal of $3,154,931 on the New Note together with accrued interest of $119,164.

As a result, the only remaining debt obligation under the Debt Restructuring Agreement is the profit participation as described below.

In addition, pursuant to the Debt Restructuring Agreement, AC Midwest shall be entitled to a profit participation preference equal to $7,900,000 (the “Restructured Profit Share”).

On February 27, 2024, we entered into an Unsecured Debt Restructuring Agreement (the “Debt Restructuring Agreement”) with AC Midwest, which replaced and superseded the Unsecured Note Financing Agreement and Reaffirmation of Guaranty entered into with AC Midwest on February 25, 2019, as amended on October 28, 2022 (the “Unsecured Note Financing Agreement”).

Pursuant to the Debt Restructuring Agreement, in 2024, we repaid the remaining balance due on a secured note held by AC Midwest and the remaining balance due on an unsecured note held by AC Midwest.

As a result, as of January 1, 2025, the only remaining debt obligation under the Debt Restructuring Agreement is a profit participation.

Pursuant to the Debt Restructuring Agreement, AC Midwest is entitled to a profit participation preference equal to $7,900,000 (the “Restructured Profit Share”).

The Restructured Profit Share is “non-recourse” and shall only be paid from Net Litigation Proceeds (as defined in the Debt Restructuring Agreement) from claims relating to our intellectual property.

Following the receipt of any Net Litigation Proceeds, we shall prepay any remaining principal balance of the New Note and pay the Restructured Profit Share in an amount equal to 75.0% of such Net Litigation Proceeds until the New Note and Restructured Profit Share have been paid in full.

The Restructured Profit Share completely replaces and supersedes the terms and conditions of the Profit Share in the amount of $17,654,930.60 provided for in the Unsecured Note Financing Agreement, which shall be of no further force and effect.

The Restructured Profit Share, if not paid in full on or before the Maturity Date, shall remain subject to the terms of the Debt Restructuring Agreement.

In addition to facilitating the private sale to third parties as described above, AC Midwest granted the Company the exclusive right until December 31, 2024 to facilitate the sale of all or a portion of the remaining balance of the shares of common stock of the Company held by AC Midwest, which proceeds above a certain amount will be applied as a credit against the Restructured Profit Share dollar for dollar (the “Facilitation Credit”).

As of December 31, 2024, the Company had not facilitated the sale of any portion of the remaining shares held by AC Midwest.

As a result, no Facilitation Credit has been issued to the Company.

AC Midwest beneficially owns, or controls or directs, directly or indirectly, 9.67% of the outstanding shares of our common stock.

Kaye Cooper Kay & Rosenberg, LLP provides certain legal services to the Company and was paid $431,444 for the year ended December 31, 2024 for legal services rendered and disbursement incurred.

Kaye, a Director of the Company, is a partner of the law firm.

At December 31, 2024, $37,500 was owed to the firm for services rendered.

On January 31, 2023, we entered into a License and Supply Agreement with Dakin Holdings Ltd., a company incorporated in Barbados (“Dakin”), effective as of January 1, 2023 (the “Dakin Agreement”), pursuant to which Dakin has granted to the Company (i) a limited license to manufacture and produce for Dakin products (the “Dakin Products”) comprising certain intellectual property owned by Dakin as described below (the “Dakin IP”), and (ii) an exclusive license to commercialize the Dakin IP in the United States.

Following the receipt of any Net Litigation Proceeds, we are required to pay the Restructured Profit Share in an amount equal to 75.0% of such Net Litigation Proceeds until the Restructured Profit Share has been paid in full.

The Restructured Profit Share completely replaced and superseded the terms and conditions of a profit share in the amount of $17,654,931 provided for in the Unsecured Note Financing Agreement, which is of no further force and effect.

As of the date of this report, AC Midwest beneficially owns approximately 7.24% of the outstanding shares of our common stock.

Other Transactions

Kaye Cooper Kay & Rosenberg, LLP has provided certain legal services to the Company and was paid $450,760 for the year ended December 31, 2025, respectively, for legal services rendered and disbursement incurred.

Kaye, a director of the Company, was a partner of that firm.

On January 31, 2023, we entered into the Dakin Agreement, pursuant to which Dakin has granted to the Company (i) a limited license to manufacture and produce for Dakin products (the “Dakin Products”) comprising Dakin IP described below, and (ii) an exclusive license to commercialize the Dakin IP in the United States.

Dakin is a company owned and controlled by Richard MacPherson, the Company’s Chief Executive Officer and President.

The Dakin Agreement is for a term of ten years unless terminated earlier under certain circumstances as set forth therein.

Under the Dakin Agreement, Dakin shall purchase from the Company 100% of Dakin’s requirements for the Dakin Products containing the Dakin IP for all sales of the Dakin Products outside of the United States, subject to the availability of the products from the Company, at a pricing formula set forth in the Dakin Agreement.

The Company shall pay Dakin a license fee of $12,500 per month for a three-year period commencing as of the effective date, and pay Dakin a royalty on all sales of the Dakin Products made by the Company in the United States.

The Company has also agreed to provide Dakin with technical support as requested by Dakin at such technical support rates set forth in the Dakin Agreement subject to adjustment.

Under the Dakin Agreement, Dakin is required to purchase from the Company 100% of Dakin’s requirements for the Dakin Products containing the Dakin IP for all sales of the Dakin Products outside of the United States, subject to the availability of the products from the Company, at a pricing formula set forth in the Dakin Agreement.

The Company was required to pay Dakin a license fee of $12,500 per month for a three-year period commencing as of the effective date, and pay Dakin a royalty on all sales of the Dakin Products made by the Company in the United States.

The Company also agreed to provide Dakin with technical support as requested by Dakin at such technical support rates set forth in the Dakin Agreement subject to adjustment.

On November 18, 2024, the parties entered into an amendment to the Dakin Agreement which eliminated all further monthly license fees after September 30, 2024.

The Dakin IP consists of a proprietary compound of materials engineered to treat a boiler to improve the combustion process and thereby reduce overall emissions, while improving boiler efficiency during the combustion of all types of fuels at power plants.

For the year ended December 31, 2024, Dakin incurred $112,500 license fees.

At December 31, 2024, Dakin was owed $0 from the Company for license fees.

On May 28, 2024, the Company entered into an Administrative Services Agreement with Greenberg Enterprises, LLC (“Greenberg Enterprises”), pursuant to which Greenberg Enterprises will be paid for certain administrative support provided to the Company since January 1, 2024 and administrative support to be provided in the future to the Company including but not limited to general office and technical support, project management and support, and vendor relations support.

Such agreement was terminated effective in December 2024.

During the year ended December 31, 2024, Greenberg Enterprises provided $237,020 for administrative services and $335,100 for expense reimbursement.

At December 31, 2024, Greenberg Enterprises was owed $0 from the Company pursuant to the agreement.

Greenberg Enterprises is a company owned and controlled by Christopher Greenberg, Chairman of the Board of the Company.

For the year ended December 31, 2025, no license fees or royalties were incurred by or due to Dakin.

Indemnification Agreements

We have entered into agreements to indemnify our directors and executive officers.

These agreements, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines, and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our Company or that person’s status as a member of our Board of Directors to the maximum extent allowed under Delaware law.

Policies for Approval of Related Party Transactions

All related persons transactions were reviewed and approved by a majority of our Board of Directors on terms no less favorable than those that could be obtained from unaffiliated third parties.

In February 2026, we adopted a written related party transactions policy that provides that such transactions must be approved by our Audit Committee.

Pursuant to this policy, the Audit Committee will have the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets for the last two completed fiscal years, and in which a related person has or will have a direct or indirect material interest.

For purposes of this policy, a related person will be defined as a director, executive officer, nominee for director, or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members.

Director Independence

The Board currently consists of five members, four of whom are viewed as being independent within the meaning of Canadian National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”).

For this purpose, a director is independent if he or she has no direct or indirect “material relationship” with the Company, as defined in NI 58-101.

A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of the director’s independent judgment.

An individual who has been an employee or executive officer of the Company within the last three years is considered to have a material relationship with the Company.

Christopher Greenberg, David M.

We follow the rules for director independence set by the NYSE American.

Our Board of Directors consists of Richard MacPherson, David M.

Kaye, Troy Grant and Mitzi H.

Coogler are independent for the purposes of NI 58-101.

Richard MacPherson is not independent for the purposes of NI 58-101 as he is also an executive officer of the Company.

Troy Grant and Mitzi H.

Coogler are each viewed as independent within the NYSE American rules and the applicable rules and regulations promulgated by the SEC.

Under the applicable the NYSE American rules, a director will qualify as an “independent director” if the director is not an executive officer or employee, our Board of Directors affirmatively determines that the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and the director meets the following qualifications:

the director has not been employed by us during the previous three years (other than employment as an interim chief executive officer for a period of less than one year);

neither the director nor an immediate family member has received more than $120,000 in compensation from us in any twelve consecutive months at any time in the prior three years, other than for (i) board or board committee services, (ii) for compensation paid to an immediate family member as an employee but not as an executive officer, (iii) compensation paid for services as an interim chief executive officer, or (iv) benefits under a tax-qualified retirement plan or non-discretionary compensation;

the director is not an immediate family member of an individual who is or was at any time during the prior three years been employed as our chief executive officer;

neither the director nor an immediate family member is a partner, controlling stockholder or executive officer of any organization to which we made or from which we received payments (other than those arising from investments in our securities or payments under non-discretionary charitable contribution matching programs) that exceed the greater of 5% of our consolidated gross revenues or $200,000, in any of the most recent three years;

neither the director nor an immediate family member is employed as an executive officer of another entity where at any time during the most recent three fiscal years any of our executive officers serve on the compensation committee;

neither the director nor an immediate family member is or was a partner of our outside auditor at any time in the past three years.

Principal Accounting Fees and Services.

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The aggregate audit fees billed for professional services rendered by Marcum LLP, our former principal accountants, for the audit of our consolidated financial statements included in our annual report on Form 10-K and review of our interim consolidated financial statements included in quarterly reports, and other services normally provided in connection with statutory and regulatory filings was $0 and $27,816 for the years ended December 31, 2025 and 2024, respectively.

The aggregate fees billed for audit-related professional services rendered by Marcum LLP consisting of work performed in connection with transitioning of auditors and review of workpapers was $12,875 for the year ended December 31, 2023.

All fees described above were pre-approved by the Board.

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Incorporated by Reference

Certificate of Incorporation and amendments thereto through November 25, 2014

Certificate of Incorporation and amendments thereto through October 17, 2014

Certificate of Amendment filed with the Secretary of State of Delaware effective on October 17, 2024

Certificate of Amendment filed with the Secretary of State of Delaware effective on December 23, 2025

Second Amended and Restated By-laws

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Majority Voting Policy

Form of Indemnification Agreement (with directors and officers)

Code of Ethics and Business Conduct (revised as of December 2, 2024)

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Certification by Principal Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

Clawback Policy

Inline XBRL Instance Document

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/s/ Richard MacPherson

President, Chief Executive Officer

President, Chief Executive Officer, Chairman of

March 31, 2026

Richard MacPherson

and Director (Principal Executive Officer)

the Board and Director (Principal Executive Officer)

/s/ Fiona Fitzmaurice

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(Principal Financial Officer and Principal Accounting Officer)

/s/ Christopher Greenberg

Chairman of the Board and Director

March 31, 2026

Christopher Greenberg

March 31, 2025

/s/ Troy Grant

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures